Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, and employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnity based upon or otherwise arising out of a claim alleging facts that would constitute a breach of Google’s representations and warranties made in Section 10.
Google Indemnity. (a) Google will indemnify, defend, and hold harmless Customer and its respective directors, officers, agents, employees (collectively, “Customer Indemnitees”) from any third party lawsuit or proceeding brought against a Customer Indemnitee based upon or otherwise arising out of [*****]. (b) Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section to the extent arising from: [*****]. (c) To the extent that Google reasonably believes that any of the Google Applications and Google Services infringe the Intellectual Property EXECUTION COPY Rights of any third party, Google will use commercially reasonable efforts to (i) replace the Google Applications and Google Services with substantially equivalent services; (ii) modify the Google Applications and Google Services so that they become non-infringing; or (iii) obtain all necessary licenses to permit Customer to continue using the Google Applications and Google Services as contemplated hereunder at no additional cost to Customer. If Google can not accomplish the foregoing after using commercially reasonable efforts, Google reserves the right to terminate, upon written notice to Customer, Customer’s continued use of any Google Applications and Google Services which are alleged or reasonably believed by Google to infringe but only to the extent necessary to avoid any applicable infringement. [*****].
Google Indemnity. Google will indemnify, defend and hold harmless Provider and its Affiliates and its and their directors, officers, employees, agents, contractors and licensees from and against any and all Losses arising from any third-party claim based upon or otherwise arising out of: (a) Provider’s authorized use of any Google Brand Feature, Google Services, Google’s technology used to provide the Google Services, Advertising Inventory, or any other materials made available by Google to Provider under this Agreement, under U.S. law, infringe upon the trade name, trademark, copyright, trade secret, music synchronization, literary or dramatic right or right of privacy of any claimant or constitutes libel or slander of such claimant; (b) a claim alleging facts that would constitute a breach of Google’s representations, warranties, covenants or obligations under this Agreement; (c) any claim by ASCAP, BMI or SESAC or similar performing rights organization having jurisdiction in the Territories that Google exercised the performance rights in the music contained in the Provider Content without obtaining a valid performance license and/or without payment of a performing rights royalty or licensee fee, if any is required to be paid in connection with the exhibition or distribution of Provider Content hereunder, or as otherwise set forth in Section 8 of this Agreement; and (d) a claim that Google or its Affiliates violated any laws, rules or regulations in connection with its performance of this Agreement.
Google Indemnity. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Customer based upon or otherwise arising out of a claim that *** Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Beta Features, (ii) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, (iii) any content, information or data provided by Customer, End Users or any other third parties, (iv) any Search Results or third party Web sites or content to which such Search Results may link. Google, in its sole and reasonable discretion, reserves the right to terminate Customer’s continued use of any Services or Google Brand Features which are alleged or believed by Google to infringe, and ***.
Google Indemnity. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Customer based upon or otherwise arising out of a claim that Google’s technology used to provide the Services or any Google Brand Feature infringe(s) or misappropriate(s) any copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Beta Features, the News Search Services or Image Search Services, (ii) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, (iii) any content, information or data provided by Customer, End Users or any other third parties, and (iv) any Search Results or Advertising Results or third party Web sites or content to which such Search Results or Advertising Results may link. Google, in its sole and reasonable discretion, reserves the right to terminate Customer’s continued use of any Services or Google Brand Features which are alleged or believed by Google to infringe.
Google Indemnity. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Customer based upon or otherwise arising out of a claim that Google’s technology used to provide the Services or any Google Brand Feature infringe(s) or misappropriate(s) any copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Beta Features, the News Search Services or image Search Services, (ii) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, (iii) any content information or data provided by Customer, End Users or any other third parties, and (iv) any Paid Results or third party Web sites or content to which such Paid Results may link. Google, in its sole and reasonable discretion, reserves the right to terminate Customer’s continued use of any Services or Google Brand Features which are alleged or believed by Google to Infringe provided that Google discontinues the allegedly Infringing feature or Service generally for all of its clients of such Services. Google, in its sole discretion, may provide substitute Services or Google Brand Features for any such terminated Services or Google Brand Features in advance of termination and Customer shall have thirty (30) days to either accept, or otherwise reject and discontinue the Services without penalty to Customer.
Google Indemnity. Subject to subsection (c) of this Section 6, in consideration of Participating Publisher’s agreement to license “one hundred percent” of a Composition as a Publisher Composition as contemplated in the Google Play Music Services License Terms, Google shall indemnify and defend Participating Publisher, its respective directors, officers, and employees from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys’ fees and expenses (“Losses”) arising from any third-party claim or legal proceeding of any kind alleging (1) that Participating Publisher did not have right to license portions of the Compositions (putatively the Publisher Compositions) that are not owned, controlled and/or administered by Participating Publisher (the “Uncontrolled Portions”) or (2) in respect of controlled portions of Publisher Compositions, any infringement of any copyright, trademark, trade secret or contract right of any Person resulting from Google’s operation of the Google Locker Music Service (except to the extent such claim is one that would be covered by Section 6(b) below).
Google Indemnity. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Customer based upon or otherwise arising out of a claim that ***. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: ***.
Google Indemnity. 12.1.1 Indemnification Obligations. Google will defend, or at its option settle, any third-party claim, suit, action, administrative, regulatory or other proceeding brought against Yahoo!, any entity to which this Agreement is assigned (as permitted under Section 18.4 (Assignment; Delegation)) and each of their employees, officers, directors, representatives and agents (each, a “Yahoo! Indemnified Party”) based upon a claim (a) alleging that the AFS Service or AFC Service or any portion or element thereof, or the technology used to provide the AFS Service or AFC Service or any portion or element thereof, [*]; (b) alleging that any Advertising Result [*]; (e) alleging that Google is in breach or otherwise in violation of any third-party agreement by entering into and/or performing under this Agreement; (f) arising from breach of any representation or warranty made by Google to Yahoo! in Section 7 (General Representations and Warranties) of this Agreement or otherwise alleging facts, which if true, would constitute a breach of such representation or warranty; or (g) alleging that a Google Brand Feature infringes any third-party trademark, service xxxx, domain name or trade dress rights or any copyrights in the Territory. 12.1.2
Google Indemnity
